Current Report Filing (8-k)
December 23 2015 - 4:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
December 23, 2015
Date of Report (Date of earliest event reported)
Rovi
Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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000-53413 |
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26-1739297 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File No.) |
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(I.R.S. employer
identification number) |
2830 De La Cruz Boulevard
Santa Clara, California 95050
(Address of principal executive offices, including zip code)
(408) 562-8400
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01 |
Regulation FD Disclosure |
Rovi Corporation (the Company) issued a press release today
announcing that it has entered into a seven-year license agreement with AT&T Services, Inc. (AT&T) for the worldwide use of the Companys patent portfolio for all of AT&Ts products and services. The parties also
extended separate existing product agreements between the companies on substantially the same terms as exist today.
As stated in previous regulatory
filings, AT&T, which acquired DIRECTV earlier this year, represented 14% and 13%, respectively, of the Companys consolidated revenue for the three and nine months ending September 30, 2015. This revenue was almost entirely related to
the licensing of the Companys patent portfolio. Under the new patent licensing arrangement, AT&T will pay a fixed annual license fee beginning January 1, 2016 that is in line with the revenues the Company will recognize in 2015 from
AT&T and DIRECTV for their licenses to the Companys patent portfolio, with fixed fees for years subsequent to 2016 reflecting pre-agreed upon annual increases to address anticipated inflation adjustments.
A copy of the press release is furnished as Exhibit 99.1 to this report. The press release is furnished and shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
All statements contained herein that are not statements of historical fact, including statements that use the words will, believes, or
similar words that describe the Companys or its managements future plans, objectives, or goals, are forward-looking statements and are made pursuant to the Safe-Harbor provisions of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results to be materially different from any future results or outcomes expressed or implied by such
forward-looking statements. Such factors are further addressed in the Companys Quarterly Report on Form 10-Q for the period ended September 30, 2015 and such other documents as are filed with the Securities and Exchange Commission from
time to time (available at www.sec.gov). The Company assumes no obligation, except as required by law, to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.
ITEM 9.01 |
Financial Statements and Exhibits |
The following exhibits are furnished with this report
on Form 8-K:
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Exhibit Number |
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Description |
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99.1 |
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Press Release dated December 23, 2015, issued by the Company |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Rovi Corporation |
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(Registrant) |
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Date: December 23, 2015 |
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By: |
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/s/ Pamela Sergeeff |
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Pamela Sergeeff |
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EVP & General Counsel |
Exhibit 99.1
Rovi and AT&T Agree To Seven-Year Renewal and Expansion of License Agreement
Santa Clara, Calif., December 23, 2015 Rovi Corporation (NASDAQ: ROVI) today announced that Rovi has renewed its patent license agreement
with AT&T, the worlds leading provider of premium TV entertainment. The comprehensive seven-year agreement provides AT&T worldwide access to Rovis best-in-class entertainment discovery patent portfolio. The deal also extends the
existing product agreements between the companies.
For years, Rovis intellectual property has enabled some of the worlds top pay-TV
providers to deliver advanced entertainment discovery experiences to viewers across the globe, said Tom Carson, president and CEO, Rovi. Our long-term patent license renewal with AT&T is another testament to Rovis market
leading innovation in advancing consumers ability to discover, engage and enjoy entertainment content on multiple screens.
Rovis
patents help consumers navigate content across multiple screens and devices. With more than 5,000 issued or pending patents worldwide, Rovis extensive entertainment discovery patent portfolio covers a wide range of digital entertainment
capabilities including interactive program guides, search and recommendations that enable personalized entertainment across linear, recorded and on-demand content, and multi-screen experiences.
About Rovi Corporation
Rovi is leading the way to a more
personalized entertainment experience. The companys pioneering guides, metadata and recommendations continue to drive program search and navigation on millions of devices across the globe. With a new generation of cloud-based discovery
capabilities and emerging solutions for interactive advertising and audience analytics, Rovi is enabling premier brands worldwide to increase their reach, drive consumer satisfaction and create a better entertainment experience across multiple
screens. Rovi holds over 5,000 issued or pending patents worldwide and is headquartered in Santa Clara, California. Discover more about Rovi at Rovicorp.com.
# # #
For more information, contact:
Stacey Hurwitz
Rovi Corporation
+1 (617) 710-9171
Stacey.Hurwitz@rovicorp.com
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